"We propose the development of an X-ray imaging system based on a xenon- filled gas ionization counter as an image intensifier with high photon output.Modern microfabrication techniques will be used to construct gas ionization counters with an active element pitch of 100 microns, which would be imaged in prototype form by a CCD camera. This system will be real-time, digital, inexpensive, and will achieve a position resolution significantly less than 100 microns. imaging the light, and not the charge, will allow the readout technology to be imported as turnkey system with no development costs. Compared to conventional scintillator screens, this device will have a much higher photon output due to the charge multiplication process inherent to a gas ionization counter. In addition, the atomic spectrum of excited xenon has strong transitions in the near infrared (IR) region, where CCD devices have large quantum efficiency. A clinical device would ultimately be built around the use of inexpensive CCDs, now being developed for application to filmless cameras."